Common use of Assets to be Sold and Purchased Clause in Contracts

Assets to be Sold and Purchased. (a) Upon the terms and subject to the conditions of this Agreement, Access agrees to sell, assign, transfer, convey and deliver to ULURU and ULURU agrees to purchase from Access, all rights, title and interest of Access and its Affiliates in and to the following assets, regardless of where such assets are situated (the "Purchased Assets"), free and clear of all Encumbrances, except as set forth on Schedule 5.3: (i) all Product Intellectual Property; (ii) the Product Registrations, to the extent transferable; (iii) the Inventory; (iv) the existing lists of all current trade/wholesale customers (including the address and contact information for each such customer) for the Products and the pricing of the Products for such customers; provided, however, that Access shall retain all rights of access and ownership of such information with respect to sales of Access's and Access's Affiliates' other products; (v) copies of Access's files pertaining to the Product Registrations and correspondence with the FDA and other Agencies, in each case such as is in existence and in the possession or control of Access, as of the Closing Date; (vi) all Marketing Materials; (vii) all Scientific and Regulatory Material; (viii) the equipment, telephone numbers, internet or domain names or URL's associated with Access's development, manufacture or commercialization of any Product, as set forth on Schedule 2.1(a)(viii); (ix) all contracts or agreements associated with the development, manufacture, sale, license or commercialization of the Products that are by their terms assignable, except as set forth on Schedule 2.1(a)(ix); (x) records and files that relate to the Products manufacturing and manufacturing processes; (xi) all communications to and from third parties relating to the Products or the Product Intellectual Property; and (xii) all laboratory notebooks specifically related to the Purchased Assets and copies of pages from notebooks which are not specifically related to the Purchased Assets which include scientific data and results related to the Purchased Assets. The Parties expressly agree and acknowledge that the Purchased Assets shall not include the Excluded Intellectual Property and the Excluded Assets and the Takeda License Agreement. (b) ULURU acknowledges and agrees that Access, at its own expense, may retain one (1) copy of all or part of the documentation that it delivers to ULURU in confidential, restricted ULURU files, for use in the event a dispute arises between the Parties hereunder, in connection with fulfilling its obligations under this Agreement or in order to comply with applicable law.

Assets to be Sold and Purchased. (a) Upon Seller agrees to sell and Buyer agrees to purchase, for the terms consideration hereinafter set forth, and subject to the conditions terms and provisions herein contained, the following described properties, rights and interests: (a) All of this Agreement, Access agrees to sell, assign, transfer, convey and deliver to ULURU and ULURU agrees to purchase from Access, all rightsSeller’s right, title and interest of Access and its Affiliates in and to the following assetsoil, regardless of where gas and/or mineral leases described in Exhibit A hereto, any ratifications and/or amendments to such assets leases (whether or not such ratifications or amendments are situated (the "Purchased Assets"described in Exhibit A), free and clear of all Encumbrances, except as set forth on Schedule 5.3: (i) all Product Intellectual Property; (ii) the Product Registrations, to the extent transferable; (iii) the Inventory; (iv) the existing lists of all current trade/wholesale customers (including the address and contact information for each such customer) for the Products and the pricing of the Products for such customers; provided, however, that Access shall retain all rights of access and ownership of such information with respect to sales of Access's and Access's Affiliates' other products; (v) copies of Access's files pertaining to the Product Registrations and correspondence with the FDA and other Agencies, in each case such as is in existence and in the possession or control of Access, as of the Closing Date; (vi) all Marketing Materials; (vii) all Scientific and Regulatory Material; (viii) the equipment, telephone numbers, internet or domain names or URL's associated with Access's development, manufacture or commercialization of any Product, as set forth on Schedule 2.1(a)(viii); (ix) all contracts or agreements associated with the development, manufacture, sale, license or commercialization of the Products that are by their terms assignable, except as set forth on Schedule 2.1(a)(ix); (x) records and files that relate to the Products manufacturing and manufacturing processes; (xi) all communications to and from third parties relating to the Products or the Product Intellectual Property; and (xiib) Without limitation of the foregoing, all laboratory notebooks specifically related of Seller’s right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) in and to the Purchased Assets oil, gas and other minerals in and under or that may be produced from the lands or leases described in Exhibit A hereto, including, without limitation, interests in all oil, gas and/or mineral leases covering such lands, overriding royalties, production payments and net profits interests, fee mineral interests, fee royalty interests and all other interests in such oil, gas and other minerals, even though Seller’s interest in such oil, gas and other minerals may be incorrectly described in, or omitted from, such Exhibit A; and (c) All of Seller’s right, title and interest in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders and in and to the properties covered l:214051.3 Exhibit 2.2 Barrister Purchase Agreement and the units created thereby (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, and voluntary unitization agreements, designations and/or declarations) relating to the properties described in subsections (a) and (b) above; and (d) All of Seller’s right, title and interest in and to all presently existing and valid rights-of-way and easements, production sales contracts, operating agreements, unit agreements, and other agreements and contracts which relate to any of the properties described in subsections (a), (b) and (c) above; and (e) All of Seller’s right, title and interest in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all xxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment) located on the properties described in subsections (a), (b) and (c) above and used in connection with the exploration, development, operation or maintenance thereof; and (f) All of Seller’s original lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, geological and geophysical data and records (subject to any contractual or other restrictions relating to the transfer of such data and records), and other files, documents and records which directly relate to the properties described above, subject to Seller’s right to retain copies of pages from notebooks which are not specifically related to the Purchased Assets which include scientific data and results related to the Purchased Assets. The Parties expressly agree and acknowledge that the Purchased Assets shall not include the Excluded Intellectual Property and the Excluded Assets and the Takeda License Agreementsame. (bg) ULURU acknowledges All of Seller’s executory contracts, service agreements, operating agreements, oil and agrees that Accessgas production, at its own expensegas gathering, may retain one transportation and similar such contracts and related contracts insofar as they pertain to the Oil and Gas Properties in this Agreement, (1) copy of all or part collectively referred to herein as the “Related Contracts”). The interests of the documentation that it delivers to ULURU in confidential, restricted ULURU files, for use Seller in the event a dispute arises between properties and interests specified in the Parties hereunderforegoing subsections (a), (b), (c), (d), (e), (f) and (g) are herein sometimes collectively called the “Oil and Gas Properties,” and the interests of the Seller in connection with fulfilling its obligations under this Agreement or the properties and interests specified in order to comply with applicable lawthe foregoing subsections (a) through (g) are herein sometimes collectively called the “Assets.”

Assets to be Sold and Purchased. (a) Upon A. On the terms and subject to date hereof, but with effect as of the conditions of this AgreementEffective Date, Access agrees to the Licensor shall sell, assign, transfer, convey and deliver to ULURU and ULURU agrees to purchase from Access, all rights, title and interest of Access and its Affiliates in and to the following assets, regardless of where such assets are situated (the "Purchased Assets")Licensee, free and clear of all EncumbrancesLiens (other than the Permitted Liens), except and the Licensee shall purchase from the Licensor, the following property, assets and right owned by the Licensor as set forth on Schedule 5.3:of the Effective Date (collectively, the "Assets"): (i) all Product Intellectual Property;of the Licensor's rights, title and interest in and to the machinery, hardware, software, equipment, tools, supplies, spare parts and other tangible personal property specifically listed on Schedule III.A(i) attached hereto (the "Equipment"): (ii) all of the Product RegistrationsLicensor's right, title and interest in, to the extent transferable;and under all Transferred Contracts; - (iii) subject to rights granted to Licensor and its sublicensees pursuant to the InventoryTrademark License, all of the Seller's right, title and interest throughout the world in, to and under the trademarks, trade names, trade dress, logos and service marks specifically listed on Schedule III.A(iii) attached hereto (the "Trademarks"), all goodwill associated therewith or symbolized thereby, all common law rights thereto, all registrations that have been or may be granted thereon, all applications for registration thereof, all records and files relating thereto and all foreign counterparts thereof, together with the right to sue and recover damages for future or past infringements thereof and xx fully and entirely stand in the place of Seller (collectively, the "Trademark Rights"); (iv) the existing lists of all current trade/wholesale customers (including the address customer lists, credit policies and contact information for each such customer) for the Products and the pricing of the Products for such customers; provided, however, that Access shall retain all rights of access and ownership of such credit information with respect to sales all customers of, and all cost and pricing data (including all historical information, if any) for, or with respect to Assets (excluding in whole or in part any of Access's the above, directly or indirectly, related to that certain license agreement by and Access's Affiliates' other productsbetween Licensor and ACI Worldwide, Inc. ("ACI") dated February 1, 2001, and any amendments or predecessor agreements thereto (the "ACI License")); (v) copies of Access's files all transferable warranties and guarantees granted to the Licensor by third-parties and pertaining to the Product Registrations and correspondence with the FDA and other Agencies, in each case such Assets as is in existence and in the possession or control of Access, as of the Closing Date;specifically listed on Schedule III.A(v) attached hereto; and (vi) all Marketing Materials; (vii) all Scientific and Regulatory Material; (viii) the equipment, telephone numbers, internet or domain names or URL's associated with Access's development, manufacture or commercialization of except for any Product, as set forth on Schedule 2.1(a)(viii); (ix) all contracts or agreements associated with the development, manufacture, sale, license or commercialization of the Products following items (a) that are by their terms assignable, except as set forth on Schedule 2.1(a)(ix); subject to confidentiality obligations of the Licensor and for which Licensor has not received written consent to transfer any related contract or written instructions releasing the Licensor from such obligations with respect thereto or (xb) records and files that relate to the Products manufacturing ACI License, true and manufacturing processes; (xi) correct copies of all communications to books and from third parties records relating to the Products Assets (whether kept or maintained by the Product Intellectual PropertyLicensor or any third party) including, without limitation, records with respect to costs, inventory and Equipment, materials, catalogues, correspondence, mailing lists, art work, films, sales materials and records; and (xii) all laboratory notebooks specifically related to the Purchased Assets purchasing materials and copies records; service materials and records, media materials; sales order files; ledgers and other books of pages from notebooks which are not specifically related to the Purchased Assets which include scientific data and results related to the Purchased Assets. The Parties expressly agree and acknowledge that the Purchased Assets shall not include the Excluded Intellectual Property and the Excluded Assets and the Takeda License Agreement. (b) ULURU acknowledges and agrees that Access, at its own expense, may retain one (1) copy of all or part account of the documentation that it delivers to ULURU Licensor; and all computer printouts, databases and related items in confidential, restricted ULURU files, for use in a form which is readable by the event a dispute arises between the Parties hereunder, Licensee and used in connection with fulfilling its obligations under this Agreement or in order to comply with applicable lawthe Assets.

Assets to be Sold and Purchased. (a) Upon Subject to and in accordance with the terms and subject to the conditions of this Agreementhereof, Access Seller agrees to sellsell and transfer to Buyer, assign, transfer, convey and deliver to ULURU and ULURU Buyer agrees to purchase from AccessSeller, all rights, title and interest of Access and its Affiliates Seller’s undivided interests in and to the following assets, regardless of where such assets are situated (the "Purchased “Assets"), free and clear of all Encumbrances, except as set forth on Schedule 5.3:”): (i) all Product Intellectual Propertyof oil, gas and mineral leases described on Exhibit “A” (“Leases”), and the xxxxx situated on or attributable to the Leases listed on Exhibit “B” (“Xxxxx”), together with all of Seller’s rights, titles and interests in and to any (A) mineral or royalty interests, overriding royalties, net profits interests, production payments or other interests in or measured by production royalties, owned by Seller pertaining to the Leases or Xxxxx, (B) contracts and other documents conferring upon Seller any preferential rights to purchase, or any rights to consent to the assignment, as to any of the Leases or Xxxxx in which Seller owns such rights, (C) easements and rights-of-way relating to the Leases or Xxxxx, (D) government licenses, permits and qualifications, to the extent transferable and (E) unitization, pooling, and communitization agreements, declarations and orders pertaining to the Leases or Xxxxx; (ii) all fixtures, equipment, and other personal property situated on, or used in connection with, the Product Registrations, to the extent transferableLeases or Xxxxx; (iii) all oil, gas and other hydrocarbons (collectively, “Hydrocarbons”) produced and saved from the Inventory;Leases on and after the Effective Date from, or attributable to the Leases or Xxxxx, including the right to receive proceeds from the sale of such Hydrocarbons; and (iv) the existing lists of all current trade/wholesale customers (including the address agreements, documents files, and contact information for each such customer) for the Products and the pricing of the Products for such customers; provided, however, that Access shall retain all rights of access and ownership of such information with respect to sales of Access's and Access's Affiliates' other products; (v) copies of Access's files records pertaining to the Product Registrations Assets, including: operating agreements and correspondence with unit agreements; lease files; abstracts and title opinions; production records; well files; permits and licenses; accounting records (but excluding all general financial accounting or tax accounting records that do not pertain exclusively to the FDA Assets); electric logs, geological or geophysical information, seismic data (including 3-D seismic data) engineering, and other Agencies, in each case such technical data and records (INSOFAR ONLY as is in existence and in the possession or control transfer of Access, as any of the Closing Date; (vi) all Marketing Materials; (vii) all Scientific data and Regulatory Material; (viii) the equipmentrecords is not limited or prohibited by any assignment, telephone numbersconfidentiality, internet or domain names other restrictions under applicable acquisition, licensing or URL's associated with Access's developmentother agreements); and other files, manufacture or commercialization of any Product, as set forth on Schedule 2.1(a)(viii); (ix) all contracts or agreements associated with the development, manufacture, sale, license or commercialization of the Products documents and records that are by their terms assignable, except as set forth on Schedule 2.1(a)(ix); (x) records and files that directly relate to the Products manufacturing and manufacturing processes; (xi) all communications to and from third parties relating to the Products or the Product Intellectual PropertyAssets; and (xii) all laboratory notebooks specifically related to the Purchased Assets and provided however, Seller may retain copies of pages from notebooks which are not specifically related to any or all of the Purchased Assets which include scientific data and results related to the Purchased Assets. The Parties expressly agree and acknowledge that the Purchased Assets shall not include the Excluded Intellectual Property and the Excluded Assets and the Takeda License Agreementforegoing. (b) ULURU acknowledges and agrees that AccessSeller’s interests, at its own expenseif any, may retain one (1) copy of all or part of the documentation that it delivers to ULURU in confidential, restricted ULURU files, for use in the event a dispute arises between the Parties hereunderreal property, fixtures, and personal property described in connection with fulfilling its obligations under this Agreement subsections (a)(i) and (a)(ii) are sometimes collectively referred to as “Oil and Gas Properties,” or in order to comply with applicable lawas an “Oil and Gas Property.”

Assets to be Sold and Purchased. (a) Upon Seller agrees to sell and Buyer agrees to purchase, for the terms consideration hereinafter set forth, and subject to the conditions terms and provisions herein contained, the following described properties, rights and interests: (a) All of this Agreement, Access agrees to sell, assign, transfer, convey and deliver to ULURU and ULURU agrees to purchase from Access, all rightsSeller's right, title and interest of Access and its Affiliates in and to the following assetsoil, regardless of where gas and/or mineral leases described in Exhibit "A", EXHIBIT "A-1," and EXHIBIT "A-2" (collectively called "Exhibit A") hereto, any ratifications and/or amendments to such assets leases (whether or not such ratifications or amendments are situated (the "Purchased Assets"described in Exhibit A), free subject to the exceptions and clear of all Encumbrances, except as set forth on Schedule 5.3:reservations contained in Exhibit A; and (ib) Without limitation of the foregoing, all Product Intellectual Property;of Seller's right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) in and to the oil, gas and other minerals in and under or that may be produced from the lands or leases described in Exhibit A hereto, including, without limitation, interests in all oil, gas and/or mineral leases covering such lands, overriding royalties, production payments and net profits interests, fee mineral interests, fee royalty interests and all other interests in such oil, gas and other minerals, even though Seller's interest in such oil, gas and other minerals may be incorrectly described in, or omitted from, such Exhibit A, but subject in each case to the exceptions and reservations contained in such Exhibit A; and (iic) All of Seller's rights, titles and interests in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders and in and to the Product Registrationsproperties covered and the units created thereby (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, and voluntary unitization agreements, designations and/or declarations) relating to the properties described in subsections (a) and (b) above; and (d) All of Seller's rights, titles and interests in and to all presently existing and valid rights-of-way and easements, production sales contracts, operating agreements, unit agreements, and other agreements and contracts which relate to any of the properties described in subsections (a), (b) and (c) above, provided that Seller will retain all obligations and liabilities under any agreements entered into with ENCOGEN ONE PARTNERS, LTD, and Seller will indemnify and hold Buyer (and the said properties) harmless from any claims, liability or obligations related to the said agreements with ENCOGEN; or on the lands identified on Exhibit "E" attached hereto being the Field Offices of Seller (which lands, to the extent transferable; (iii) the Inventory; (iv) the existing lists of all current trade/wholesale customers (including the address and contact information for each such customer) for the Products and the pricing of the Products for such customers; providedFee or leasehold interest of Seller, however, that Access shall retain all rights of access and ownership of such information with respect to sales of Access's and Access's Affiliates' other products; (v) copies of Access's files pertaining to the Product Registrations and correspondence with the FDA and other Agencies, in each case such as is in existence and are included in the possession or control of Access, as of the Closing Date; (vi) all Marketing Materials; (vii) all Scientific and Regulatory Material; (viii) the equipment, telephone numbers, internet or domain names or URL's associated with Access's development, manufacture or commercialization of any Product, as set forth on Schedule 2.1(a)(viiiproperties conveyed); (ix) all contracts or agreements associated with the development, manufacture, sale, license or commercialization of the Products that are by their terms assignable, except as set forth on Schedule 2.1(a)(ix); (x) records and files that relate to the Products manufacturing and manufacturing processes; (xi) all communications to and from third parties relating to the Products or the Product Intellectual Property; and (xiie) All of Seller's rights, titles and interests in and to all laboratory notebooks specifically related to materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all xxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment) located on the Purchased Assets and copies of pages from notebooks which are not specifically related to the Purchased Assets which include scientific data and results related to the Purchased Assets. The Parties expressly agree and acknowledge that the Purchased Assets shall not include the Excluded Intellectual Property and the Excluded Assets and the Takeda License Agreement. properties described in subsections (a), (b) ULURU acknowledges and agrees that Access, at its own expense, may retain one (1c) copy of all or part of the documentation that it delivers to ULURU in confidential, restricted ULURU files, for use in the event a dispute arises between the Parties hereunder, above and used in connection with fulfilling its obligations under this Agreement the exploration, development, operation or maintenance thereof; and (f) All of Seller's lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, geological data and records (subject to any contractual or other restrictions relating to the transfer of such data and records), and other files, documents and records which directly relate to the properties described above, but nothing contained herein shall preclude Seller from retaining copies of the same. The interests of the Seller in order to comply with applicable lawthe properties and interests specified in the foregoing subsections (a), (b) and (c) are herein sometimes collectively called the "OIL AND GAS PROPERTIES," and the interests of the Seller in the properties and interests specified in the foregoing subsections (a), (b), (c), (d), (e) and (f) are herein sometimes collectively called the "ASSETS".

Assets to be Sold and Purchased. (a) Upon the terms and subject to the conditions of this Agreement, Access agrees to sell, assign, transfer, convey and deliver to ULURU and ULURU agrees to purchase from Access, all rights, title and interest of Access and its Affiliates in and to the following assets, regardless of where such assets are situated (the "“Purchased Assets"”), free and clear of all Encumbrances, except as set forth on Schedule 5.3: (i) all Product Intellectual Property; (ii) the Product Registrations, to the extent transferable; (iii) the Inventory; (iv) the existing lists of all current trade/wholesale customers (including the address and contact information for each such customer) for the Products and the pricing of the Products for such customers; provided, however, that Access shall retain all rights of access and ownership of such information with respect to sales of Access's ’s and Access's ’s Affiliates' ’ other products; (v) copies of Access's ’s files pertaining to the Product Registrations and correspondence with the FDA and other Agencies, in each case such as is in existence and in the possession or control of Access, as of the Closing Date; (vi) all Marketing Materials; (vii) all Scientific and Regulatory Material; (viii) the equipment, telephone numbers, internet or domain names or URL's ’s associated with Access's ’s development, manufacture or commercialization of any Product, as set forth on Schedule 2.1(a)(viii); (ix) all contracts or agreements associated with the development, manufacture, sale, license or commercialization of the Products that are by their terms assignable, except as set forth on Schedule 2.1(a)(ix); (x) records and files that relate to the Products manufacturing and manufacturing processes; (xi) all communications to and from third parties relating to the Products or the Product Intellectual Property; and (xii) all laboratory notebooks specifically related to the Purchased Assets and copies of pages from notebooks which are not specifically related to the Purchased Assets which include scientific data and results related to the Purchased Assets. The Parties expressly agree and acknowledge that the Purchased Assets shall not include the Excluded Intellectual Property and the Excluded Assets and the Takeda License Agreement. (b) ULURU acknowledges and agrees that Access, at its own expense, may retain one (1) copy of all or part of the documentation that it delivers to ULURU in confidential, restricted ULURU files, for use in the event a dispute arises between the Parties hereunder, in connection with fulfilling its obligations under this Agreement or in order to comply with applicable law.